2011-13118. Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: US Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549-0213.

Extension:

Rule 102; SEC File No. 270-409; OMB Control No. 3235-0467.

Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget (“OMB”) a request for approval of extension of the existing collection of information provided for in the following rule: Rule 102 of Regulation M (17 CFR 242.102).

Rule 102 prohibits distribution participants, issuers, and selling security holders from purchasing activities at specified times during a distribution of securities. Persons otherwise covered by these rules may seek to use several applicable exceptions such as an exclusion for actively traded reference securities and the maintenance of policies regarding information barriers between their affiliates.

There are approximately 895 respondents per year that require an aggregate total of 1,795 hours to comply with this rule. Each respondent makes an estimated 1 annual response. Each response takes on average approximately 2.006 hours to complete. Thus, the total compliance burden per year is 1,795 burden hours. The total compliance cost for the respondents is approximately $102,261.15, resulting in a cost of compliance for the respondent per response of approximately $114.26 (i.e., $102,261.15/895 responses). These are internal labor costs and there are no other costs.

The Commission may not conduct or sponsor a collection of information unless it displays a currently valid control number. No person shall be subject to any penalty for failing to comply with a collection of information subject to the PRA that does not display a valid Office of Management and Budget (OMB) control number.

Background documentation for this information collection may be viewed at the following link, http://www.reginfo.gov. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or by sending an e-mail to: [e-mail] ; and (ii) Thomas Bayer, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 6432 General Green Way, Alexandria, VA 22312 or send an e-mail to: [e-mail]. Comments must be submitted to OMB within 30 days of this notice.

May 22, 2011.

Cathy H. Ahn,

Deputy Secretary.